NEW JERSEY RESOURCES CORP — Director's Dealing 2016

Nov 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEW JERSEY RESOURCES CORP (NJR)
CIK: 0000356309
Period of Report: 2016-11-15

Reporting Person: Migliaccio Patrick J. (Senior VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock	M	2103.486	—	Acquired	14117.117	Direct
2016-11-15	Common Stock	F	1091	$34.45	Disposed	13026.117	Direct
2016-11-15	Common Stock	M	2708.339	—	Acquired	15734.456	Direct
2016-11-15	Common Stock	F	1405	$34.45	Disposed	14329.456	Direct
2016-11-15	Common Stock	A	2061	—	Acquired	16390.456	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Performance Shares	$	M	2256	Disposed		Common Stock (2256.0)	Direct
2016-11-15	Performance Shares	$	M	1646	Disposed		Common Stock (1646.0)	Direct

Footnotes

F1: Represents number of Performance Shares, which vested at 85% of the target amount (plus accrued dividends), after a 33-month period beginning on January 1, 2014, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares.

F2: Represents number of Performance Shares, which vested at 150% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2013, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares.

F3: Represents grant of restricted stock units under the New Jersey Resources Corporation (NJR) 2007 Stock Award and Incentive Plan. Each restricted stock unit vests on October 15, 2019 and represents a contingent right to receive one share of NJR common stock.